Addendum No. 1 Revised Att 2 Special T & C.pdf

Rev. 3/12/24

ADDENDUM NO. 1 - REVISED

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Special Terms and Conditions

ATTACHMENT 2

These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and Conditions, Attachment 1. Where in conflict, these more specific terms shall apply.

1. Insurance.

Required Coverage. At all times during the Contract the Contractor, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida.

Additional insurance requirements for this Contract may be required elsewhere in this Contract, however the minimum insurance requirements applicable to this Contract are:

a. Commercial General Liability Insurance.

The Contractor shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Contract. The Department, its employees, and officers shall be named as an additional insured on any general liability policies. The minimum limits shall be $250,000 for each occurrence and $500,000 policy aggregate.

b. Commercial Automobile Insurance.

If the Contractor’s duties include the use of a commercial vehicle, the Contractor shall maintain automobile liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The Department, its employees, and officers shall be named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows:

$200,000/300,000 Automobile Liability for Company-Owned Vehicles, if applicable $200,000/300,000 Hired and Non-owned Automobile Liability Coverage

c. Workers’ Compensation and Employer’s Liability Coverage.

The Contractor shall provide workers’ compensation, in accordance with Chapter 440, F.S., and employer’s liability insurance with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Contract.

d. Other Insurance.

To the extent any coverage is written on a claims-made basis, it will have a retroactive date no later than the Effective Date and, notwithstanding the termination of this Contract, will allow for reporting of claims until the applicable limitation of actions period has expired, either directly or through ‘tail’ coverage for a period not less than five (5) years after termination or expiration of this Contract.

Professional liability coverage, with a minimum limit of $1,000,000.00 per claim covering the negligent acts, errors, or omissions of the Contractor in connection with the performance of the Contractor’s services.

Contractor shall maintain the insurance policy with an insurance company authorized to do business in the State and reasonably acceptable to the Department.

2. Payment and Performance Bonds.

There are no bonds required under this Contract.

3. Liquidated Damages.

There are no liquidated damages under this Contract.

4. Retainage.

No retainage is required under this Contract.

5. MFMP Transaction Fee.

The State of Florida, through the Department of Management Services (DMS), has instituted MFMP, a statewide e-procurement system. Pursuant to Rule 60A-1.031, Florida Administrative Code, payments under this Contract are exempt from the MFMP transaction fee.

Pursuant to Rule 60A-1.031, Florida Administrative Code, the Contractor is required to pay the MFMP Transaction Fees for payments made pursuant to this Contract.

6. Quality Assurance Requirements.

There are no special Quality Assurance requirements under this Contract.

7. Subcontracting.

a. Contractor shall not subcontract any work under this Contract without the prior written consent of the

Department's Contract Manager. Department reserves the right to reject any proposed subcontractor based upon the Department’s prior experience with subcontractor, subcontractor’s reputation, or the Department’s lack of adequate assurance of performance by subcontractor. Contractor agrees to be responsible for the fulfillment of all work elements included in any subcontract and agrees to be responsible for the payment of all monies due under any subcontract.

b. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor. Contractor shall be solely liable to its subcontractor(s) for all expenses and liabilities incurred under any subcontract. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph contained herein), and shall include a release of any rights, claims or liabilities against the Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor.

c. If subcontractors are used, the Contractor shall complete and submit Exhibit B, Subcontractor Utilization Report Form (Subcontractor Report) with each invoice. Failure to provide Subcontractor Report with an invoice shall result in a delay in processing the invoice for payment.

d. Contractor shall pay all subcontractors and vendors under this Contract within seven (7) working days from the date of receipt of payment from the Department, excluding the final payment. If the Contractor receives less than full payment from the Department for the services or goods of the subcontractors or vendors, the Contractor shall pay subcontractors and vendors in at least the same proportion as that paid by the Department. Penalties for non-compliance and provisions for legal assistance for subcontractors are included in Subsection 287.0585(1), F.S.

e. Contractor shall submit lien waivers or other documentation of payment from each subcontractor or supplier with each invoice where subcontractors or suppliers performed during the previous invoice period.

8. Personnel Changes.

The Contractor may remove its personnel assigned to perform under this Contract and substitute other qualified personnel. Any removals or replacements by Contractor shall be at no additional cost to the Department.

9. Intellectual Property.

a. The Contractor’s intellectual property rights that preexist this Contract will remain with the Contractor.

Intellectual property rights to all property created or otherwise developed by Contractor specifically for the Department will be owned by the State through the Department.

b. If the Contractor fails to provide, or no longer can provide, a deliverable or service under the Contract that contains or otherwise utilizes intellectual property controlled by the Contractor, the Contractor shall grant the Department a royalty-free, paid-up, nonexclusive, perpetual license to use, modify, reproduce, distribute, publish or release to others, such Contractor-controlled intellectual property solely for use in connection with the deliverables or services under the Contract.

c. This ownership interest and the rights conferred under this section will continue after the expiration or termination of the Contract.

d. Notwithstanding the foregoing language, the Contractor’s workpapers prepared or developed under this Contract are the exclusive property of the Contractor, but Contractor shall permit Department access and review of workpapers upon Department’s request.

10. Common Carrier.

a. Applicable to contracts with a common carrier – firm/person/corporation that as a regular business transports people of commodities from place to place. If applicable, Contractor must also fill out and return PUR 1808 before contract execution. If Contractor is a common carrier pursuant to section 908.111(1)(a), Florida Statutes, the Department will terminate this contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808.

b. Applicable to solicitations for a common carrier – Before contract execution, the winning Contractor(s) must fill out and return PUR 1808, and attest that it is not willfully providing any service in furtherance of transporting a person into this state knowing that the person unlawfully present in the United States according to the terms of the federal Immigration and Nationality Act, 8 U.S.C. ss. 1101 et seq. The Department will terminate a contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808

11. Foreign Country of Concern Attestation Contractor without access to personal identifying information. The Contractor represents and warrants that the Contractor does not have access granted by the Department to an individual’s personal identifying information. In the event of and prior to receiving access to an individual's personal identifying information by the Contractor from the Department, the Contractor shall provide the Department with an affidavit signed by an officer or representative of the Contractor attesting under penalty of perjury that the Contractor does not meet any of the criteria in paragraphs (2)(a)-(c) of section 287.138, F.S.

12. Additional Terms.

Rate Increases. The rates contained within may not be increased for the Initial Contract Term. The Contractor may request an increase for the renewal term only. Requests for rate increases must be submitted at least sixty (60) calendar days prior to the Initial Contract Term’s expiration date in order for the request to be considered. Rate increases must be requested in writing to the Department and must be supported by a detailed justification that documents why the request for increase is fair, competitive, and reasonable (up to a maximum increase of 3% for the Renewal Contract Term may be considered). The Department will review the request, and supporting documentation, to determine whether an increase is warranted and, if so, at what percentage of adjustment will be authorized by the Department. Renewals are issued at the discretion of the Department and in accordance with statutory requirements.

Either party may request a decrease in the rates at any time. Each party shall review the other party’s written request.

If an agreement cannot be reached regarding a requested decrease in the rates, the Contract may be terminated.

http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0200-0299/0287/Sections/0287.138.html